Bierbower Elizabeth D 4

What Happened

• Director Elizabeth D. Bierbower received equity awards from Progyny on May 21, 2026. The filing shows three grants: 5,660 RSUs (no purchase price), 3,203 derivative shares at $12.49 valued at $40,005, and 27,119 derivative shares (no purchase price). Total shares/rights granted equal 35,982; only the 3,203-share grant shows a reported dollar value ($40,005).

Key Details

• Transaction date: May 21, 2026; Form 4 filed May 26, 2026 (five days after the transaction; Form 4s are generally due within two business days).
• Grants and reported amounts: 5,660 RSUs @ $0; 3,203 derivative shares @ $12.49 (reported value $40,005); 27,119 derivative shares @ $0.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 = RSUs (each RSU converts to one common share on vesting). F2 = the 3,203-share option was issued in lieu of an annual cash retainer (~$39,990). F3 = additional shares/option awards subject to the same vesting condition below.
• Vesting: awards vest on the earlier of (i) May 21, 2027 or (ii) the calendar day immediately preceding the issuer’s first annual meeting following the grant date, subject to the director’s continued service.

Context

• These were grants/awards (not open-market purchases or sales). RSUs and option-like derivative awards do not represent immediate purchases — they are contingent rights that typically vest over time and convert to shares on vesting.
• The 3,203-share derivative was issued in lieu of cash compensation (board retainer), which is a common non-cash director compensation practice and not a market-direction signal. The filing timing (filed five days after the grant) appears later than the usual two-business-day Form 4 deadline.